United Kingdom: ME Association governance issues

[Peter T]

have an election for new trustees and a new president.

I did rejoin so I could help influence the future of the association but the officers are not elected by the membership rather chosen from themselves by the Trustees.

Note it is possible to have overseas members but their fee is quite a bit larger than for UK members, and as illustrated by @Dx Revision Watch the Trustees can refuse individuals’ membership applications.

 

[Sasha]

It looks as though the way to get real influence is to become a trustee but that's too much of an undertaking for most PwME.

 

[Dx Revision Watch]

Further to my earlier post:

Last time I looked at the MEA's Policies and Documents page, here:
https://meassociation.org.uk/about-the-mea/policies-and-documents/

Under tab

D. Governance and Operational Policy


the only document for complaints was a document for staff and trustees grievance procedures. Now they've put the 2019 document up in its place:

https://meassociation.org.uk/wp-content/uploads/2024/12/MEA_Complaints_procedure_06.2019.pdf

 

[SNT Gatchaman]

Possibly relevant commentary on an entirely different matter from the BMJ Editor-in-Chief: The storm that blew the Royal College of Physicians off course —

A disastrous extraordinary general meeting, only the third in the college’s 500 year history, led to the resignations of the president, deputy registrar, and chair of the board of trustees. The college was ripped asunder. At the heart of the crisis was money and the college’s position on physician associates.

This was a sobering reminder to membership organisations that steer their hubristic agendas away from the position of their members.

This year’s extraordinary general meeting was an exquisite shambles. Reluctantly forced into holding the meeting, the RCP attempted to stonewall and bluff its way through the protests.

 

[Dx Revision Watch]

I am wondering if instead of canceling memberships people should do the reverse and apply en masse for membership.

Then call a meeting and adopt the rules and regulations and have an election for new trustees and a new president.

Neil Riley is not the president of the ME Association.

The various offices of the board of trustees: Chairman; Deputy Chairman (if there is one); Company Secretary (if there is one) and Treasurer are not appointed by the membership - they are appointed by the board.

Mr Riley had been co-opted to the board in June 2003 in between AGMs and stood for election to the board in the 20 November 2004 trustee elections.

A meeting of the board took place directly after the AGM (for which only 4 members attended in person). At that board meeting, Mr Riley was appointed Company Secretary, the office previously held by Dr Charles Shepherd. The other offices appointed were:

Chair Christine Llewellyn
Vice-Chair Rick Osman
Hon Treasurer Ewan Dale

Having resigned as Company Secretary, Dr Shepherd was confirmed as Medical Adviser.

Mr Riley was later appointed Chairman (following the resignation of Christine Llewellyn as Chair), an office which he has held since.

There is currently no Company Secretary (an office which could be held by a member of staff or other individual) and the office of "Vice-Chair" is currently known as "Deputy Chairman".

So these offices are appointed by the board, itself, not by the membership and can and have been subject to shuffles.

By contrast, the UK MS Society's Chair and Treasurer are appointed by a resolution of the members and both offices have restrictions on their length of service (see post upthread).


As far as calling a meeting goes:

The term "Extraordinary General Meeting (EGM)" was deprecated in the Companies Act 2006 in favour of the term "general meeting", which became effective from October 2007.

The MEA was still using the term "EGM" as late as 2013 but the term was dropped for the version of the Articles lodged with the Charity Commission in 2014. Also dropped from the 2014 Articles was any reference to members calling general meetings [or EGMs].

The fact that the 2014 Articles omit mention of the calling of meetings by members (and the requirements for these) does not mean that the board has removed this right.

The ME Association is a both a registered charity and a Company Limited by Guarantee (CLG). As a charity and CLG, its members have the right under company law to call for a general meeting.

The requirements are that 5% of the charity's members call the board for a general meeting. If the trustees won't call the meeting, the members have the right to call the meeting themselves.

Changes to the Articles can only be made via special resolution. For special resolutions for amendments, I understand that 75% of those members who vote in person and via postal ballot are required to vote in favour of a resolution in order for it to be carried.

Say for example, the MEA has 5,500 voting members, then 275 members would be needed to call for a general meeting.

 

[Dx Revision Watch]

...Then call a meeting and adopt the rules and regulations and have an election for new trustees and a new president.

Not sure which specific "rules and regulations" you have in mind for adoption, but in company and charity law and charity guidance there is a difference between "must" and "should".

The guidance from the Charity Commission's Charity Governance Code, for example, a nine year maximum length of service for trustees, is a recommendation for good practice and not legally enforceable.

https://www.charitygovernancecode.org/en/about-the-code-1

"The Code is not a legal or regulatory requirement. It draws upon, but is fundamentally different to, the Charity Commission’s guidance. Instead, the Code sets the principles and recommended practice for good governance and is deliberately aspirational: some elements of the Code will be a stretch for many charities to achieve. This is intentional: we want the Code to be a tool for continuous improvement towards the highest standards."​

Download a PDF version of the Code

• For larger charities

The Code's nine year recommendation:

5.7.4 Trustees are appointed for an agreed length of time, subject to any applicable constitutional or statutory provisions relating to election and re-election. If a trustee has served for more than nine years, their reappointment is:

◼ subject to a particularly rigorous review and takes into account the need for progressive refreshing of the board
◼ explained in the trustees’ annual report.​

​

 

[Peter T]

The petition demanding Neil Riley step down is still slowly gaining signatures having now reached 1,401 signatures.

However the Trustees probably feel having got through an AGM, despite its constitutional ambiguity, that this is a small enough number for them to ignore.

 

[Dx Revision Watch]

Copied post
https://meassociation.org.uk/2024/1...of-association/?utm_source=rss&utm_medium=rss

MEA Statement Regarding Articles of Association
December 17, 2024

The trustees of The ME Association have recently been accused of illegal payments and dishonesty. These accusations have been made on social media and via other communications methods including emails.

These are serious accusations and are wrong.

The payments were made in respect of two contracts. Those contracts were for professional services provided by two trustees. This happens regularly with charities who require specialised skills and is not related to the work those Trustees undertake as Trustees (Trustees decide how the Charity is run) which is unpaid.

The Charity Commission permits such arrangements provided certain strict conditions are met. One of these is that the Articles of Association do not forbid such payments. The current version of the Articles, as registered with Companies House in 2014, does not forbid such payments.

The current Articles are available for everyone to see. They permit payments for services-see “Allowed Payments”-section 28 (a), which lists a number of strict requirements which have all been complied with.

A review of the original Articles was carried out in 2013. A number of amendments were made at the time to reflect the changes in the Charity Commissions Model Articles and comply with Sections 185 and 186 of the Charities Act 2011.

The version of the Articles, which has previously appeared on our website, is not the 2014 version. The correct 2014 version of the Articles has now been uploaded. Human error can never be eliminated but we have put in operation a process to ensure this does not happen again.

The Charity Commission accepts the current 2014 version of the Articles. Companies House carries the full version.

Download 2014 Articles of Association
Policies and Documents Page – see Section D Governance

The MEA repeats that no illegal payments have been made to Trustees. Any accusations of dishonesty are totally wrong. Any repeat or reposting of such allegations by anyone that the charity has not complied with its legal obligations will be actionable.


Neil Riley,
Chairman of Trustees
The ME Association

 

[Dx Revision Watch]

If anyone would like the two versions of the 2014 Articles posted for comparison, I can post both versions.

 

[Yann04]

I haven’t had the energy to follow this thread very thoroughly but has Riley not taken the hint?

Are they taking a sort of “wait till all this blows over” kind of approach?

 

[Kitty]

Are they taking a sort of “wait till all this blows over” kind of approach?

I'd say it's worse than that. We're in the wrong and they have little or nothing to apologise for.

 

[MrMagoo]

I’m going to assume one of the two trustees named on social media as accepting a payment has the initials NR?
I have no opinion or knowledge of the payments or the accusations outside of the posts above, I’m not taking any view.

I’m also going to posit that if you don’t put the right documents on your website, you can’t be that annoyed when people use the incorrect document you have supplied to hold you to account for not following what you have stated is your policy.

 

[Yann04]

Any accusations of dishonesty are totally wrong. Any repeat or reposting of such allegations by anyone that the charity has not complied with its legal obligations will be actionable.

Is that a threat to pursue legal action against the people making these accusations?

 

[MrMagoo]

Is that a threat to pursue legal action against the people making these accusations?

Yup

ah I see it is trustees with IT and Campaigning skills who were paid.m

 

[Yann04]

Yup

Whats a great use of pwME’s donated money (sarcasm)

 

[Nightsong]

I’m going to assume one of the two trustees named on social media as accepting a payment has the initials NR?

No. Some details in this thread.

If anyone would like the two versions of the 2014 Articles posted for comparison, I can post both versions.

The major change between the Articles that were previously available and those that are now available seems to be the addition of a section allowing for payments for services:

 

[Robert 1973]

Video on Xitter from @PeterW in response to the statement from MEA:
https://twitter.com/user/status/1869114039542186119

 

[Kitty]

I’m also going to posit that if you don’t put the right documents on your website, you can’t be that annoyed when people use the incorrect document you have supplied to hold you to account for not following what you have stated is your policy.

You'd think they'd check first, wouldn't you.

Admin foul-ups like this happen, but they can be explained and apologised for in good humour. I'm not on X so I don't know the details of the conversations, but I hope the MEA didn't go straight to loading the cannons.

 

[MrMagoo]

Pete W was sent the statement personally to his inbox. He hasn’t yet had time to process it. What struck him was that given the decades of harms from treatments, he’s not aware of the MeA ever talking about taking legal action against the perpetrators of that harm. He finds it ironic the first time the MEA thinks of taking legal action is against a pwME and that’s notable and says a lot about the charity.

 

[Arvo]

Apologies for using screenshots instead of links (too unwell to type it all out and can't access Twitter from laptop for links):

• Peter White says the questions he asked were based on the 2014 Articles of Association
• Posted AoA not the same as those registered with Companies House
• Ability to pay trustees without CC approval apparently removed in new AoA

Also, I find Riley's note to him ridiculous and yet again unprofessional: "I thought you might like to see a copy of a statement we have recently issued." is the full message above a copy of the statement threatening legal action over asking valid questions that need to be cleared.